Upgrades in Progress
by Overseerneversleeps
Summary: The Doctor and Sarah Jane land in a dig site, and find that the miners have unearthed something better left buried. Co-written by BannerFanner. Side story of my Twelfth Hour series. Takes place after Mock Trial. A prequel to A Night in Killcrest Manor.


_(Hello outlaw gents and shady ladies! Welcome to another collaberation between myself and BannerFanner. This story takes place a bit after Mock Trial, and is a prequel to my next story, A Night in Killcrest Manor. I hope it is enjoyable, wets your apitite. Take care )_

A cloud of thick dust erupted from the ancient trunk. Sarah Jane Smith waved her hand in front of her face, sputtering, and coughing. That was in no way going to help her allergies. She was already congested enough as it was.

She pushed her greying brown hair from her kind face, eyeing the trunk suspiciously. One never knew what they would find aboard The Tardis. The Doctor kept all manner of strange things. She once found a glowing jar of possibly radioactive ooze, next to a tin of Jammy Dodgers in his closet.

"It's perfectly safe!" he had told her, "just don't open it." She hadn't, and had no plans to.

She and The Doctor were currently in transit; the police box shaped Time Machine was hurtling through time, and space, next stop... she didn't actually know. The old Scotsman had rattled off a number of places before shouting something nonsensical, and pulling a bunch of leavers. She had gotten used to that, but just once and awhile she would like to know where they were off to.

So instead, she had returned to her bed chamber. It was a comfortable room; complete with a dreamy four post canopy bed, a dark wood, library chair and a warm fireplace. This one wasn't here on her last stay aboard the ship all those years ago; it had quickly become one of her favorite rooms. When she had tried to slide her bags beneath her bed upon arriving, they had caught on something; the trunk she now knelt before. She had meant to open it then, but with all the adventures she, and her Time Lord friend had recently had, she hasn't found the time.

A wave of nostalgia swept over her as she looked into the box. Inside was a maroon, padded vest. Beneath that was a brown, long-sleeve shirt, together with a pair of slacks. These were her clothes; from a long time ago. The last time she wore these was the trip to Karn with The Doctor's fourth face. That was the day they defeated the deranged Frankenstein-Time Lord, Morbious. She had gotten very wet that day, then very dirty in a dodgy old castle. She had changed out of these clothes, and forgotten about them completely. She gasped when she saw the item sitting atop them.

It was a gold chain, neatly presented in a perfect ovel as though it sat in a display case. On it was a charm; a little gold ball spotted with microscopic blue stones. She could scarcely hold back the tears. That day, The Doctor had given that to her; a gift for no reason, other than that they were friends. The charm on it was Earth. The Doctor had said he knew she missed her homeworld sometimes, so when she did she would always be carrying it with her. She had barely worn it for five minutes, before they landed on Karn. Everything went down hill so quickly that, though she was unsure where or how she lost it, when she returned to the Tardis, it was gone from her neck. She was devastated. It was not the jewelry; it was who gave it to her, and why. Yet here it was, waiting for her, as though the TARDIS knew she was coming back.

"Doctor!" She shouted, "come here! I've found something!"

After a moment, The Doctor poked his head around the corner, one bushy eyebrow raised.

"You haven't found my radioactive ooze again, have you? I've been looking for that...you know, for scientific purposes, of course..." Sarah turned around, holding the necklace up gingerly. She was tearing up just enough for The Doctor to be worried, but then he saw it, and he smiled.

"I forgot about that," he said. "I went back to Karn, and found that for you, but I'd already dropped you off by then. I planned to leave it on your doorstep, but...well, it was too hard, so I just sort of put it away." Sarah Jane jumped up, and threw her arms around the Doctor. She pulled back, and turned around, brushing back her hair.

"Would you help me put it on?"

'  
"Of course." The Doctor fastened it around her neck. She was grinning when she turned around again.

"I'm glad it finally got back to you, Sarah."

"I'm glad too."

"It's very beautiful, isn't it?" he beamed.

"Yes, but that's not why I love it." The Doctor gestured vaguely to the console room.

"We've landed, by the way."

"Where?"

"No clue! Isn't it great?" He shouted, sounding particularly Scottish.

"Absolutely!" Sarah Jane walked past him, looking back through her hair with a cheeky smile, "Let's go!"

"All right, all right! Just be sure to take better care of that necklace this time around!" he chided

As they passed through the humming console room, Sarah Jane stopped to pick up her sonic lipstick, still charging in it's holder. As she reached for it, The Doctor suddenly grabbed her wrist.

"I wouldn't if I were you," he grimaced, "last time I touched it, it zapped me across the room." She frowned.

"You told me you were taking a nap." He shrugged with a disarming smirk.

"Still technically true." She shook her head. She was really regretting using setting Omicron Phi. It was looking like she fried her lipstick for good.

They opened the Tardis doors, and stepped though. The smell of freshly dug Earth assailed her nose first. They were in some sort of dark cavern; the walls were an alien orange stone, speckled with shimmering green. A plume of dust hung in the air, courtesy of the drilling equipment that sat vacant near by. Electronic lights were loosely hung from the ceiling, flickering through the lack of sustainable power.

"Oh, this looks like fun!" Shouted The Doctor, his voice echoing off the stone.

"Hey! What are you two doing here! How did you get down here!" came a voice from beside them, interrupting his excitement. The man was young, no more than twenty-five. He was athletic in build, with a strong jaw framed by a neat beard. His hair was trimmed neatly into an undercut, and one eye was obscured by a black eye patch. His dress shirt was stained with dirt, and grime, and worn suspenders held up his brown slacks. In his hand he heald a continuously-beeping scanner.

"Oh look, a pirate miner," joked The Doctor. "How do you do? I'm The Doctor, and this-"

The man with the eye patch barked, "I don't need your names! You can't just drop down here with that capsule o' yours, and expect the welcome wagon! Special clearance only! This is a class A-B mining planet! "

"Impressive," said Sarah Jane sarcastically. "What does that mean?"

"It doesn't mean anything," said The Doctor. "He's probably here with a few of his buddies trying to hit it rich. He just doesn't want anyone else to steal his loot...or should I say, his booty?"

"Hey, hey, I'm not a pirate, old man, I'm an archeologist. I have principles, yeah?" The young man dug a couple of rough, dirty fingers under one of his gumboots, and scratched irritably. When he was finished, he pointed back at the Tardis. "Go on, now. Get out of here! This is my dig!"

Before either The Doctor, or Sarah could argue with him, a deep rumbling sound reverberated through the tunnel, shaking the walls, and churning the floor. The young man's eye lit up in excitement.

"They've found something!" he cheered, running off in the direction of the noise. The Doctor, and Sarah Jane exchanged a glance, then immediately followed him.

Down the winding tunnle they ran, toward the sound of whoops, and cheers. The miner ahead had a wide grin plastered on his face, until he looked backwards, seeing his new guests just behind him.

"Hey, I thought I told you two to get the bloody hell out of here!" He hollered over the noise.

"What ever happened to pirates code? All for one, and one for all? Your one, and we're all," The Doctor answered.

"No way, gramps, that ain't how this works! You don't drop out of the sky, and suddenly get a pieice of the action! We did all the... Woah," he suddenly exclaimed as they rounded the corner. Three scraggly men stood in a circle around a deep hole. Caked with dirt, they each held some form of tool; one a lasor jackhammer, one a procession drill, and one, a scanner similar to the other miner's. They talked among one another, each chattering about some "discovery".

"Oi, what did you get, and this better be good. We've already spent six months here, bout time we got somethin' to show for it," the "pirate" demanded.

"I don't know Pierce," yelled a diffrent voice, this one from down in the hole. "It looks old though, like it's been here awhile, It's a box of some kind!"

"Ofcorse it's been there awhile, it's buried underground. No one likes pirates that overstate the obvious," chastised The Doctor, drawing a light elbow from Sarah Jane.

"I'll deal with you two later," Pierce growled, "can you get it open?"

"I think so, looks easy," the voice replied."Let me see, I'm good at breaking into things," The Doctor smirked, and shoved his way to the edge of the pit, Sarah Jane, just behind him.

Down below was a rectangular silver box. It was tall, about six feet, and laying on it's side. It bore no marks, nor symbols, though the very metal gave away it's true nature to any who had travled across space. The cover all clad man below had already begun to tug on the door.

"No! Stop! Don't do that, it's..." The Doctor panicked, but it was already too late. With a whoosh of compressed air, the door flopped open. Instantaneously, a dark blue light blinked on, and a computerized voice uttered it's first words in over three centuries.

"Upgrades in progress."

It was a Cyberman. Half of its face had burnt away, as if in some massive explosion, revealing a tangle of wires, and rotting flesh without shape. It's "handeled" head was coated by thick dust, and speckled with rust marks; obviously it's box was not as secure as it had been made to be.

The light in its mechanical eye was flickering weakly, but the fingers of its one remaining arm were twitching. It looked like it could be harmless perhaps, except that it had both of its legs in prime condition, and would easily be able to chase someone...should it be allowed to get up. The Doctor's expression was grim, and Sarah's frightened, but the miners just looked over in confusion.

"What are you on about?" asked one of the miners. "Pierce, who are these people?"

The man with the eye patch, Pierce, shrugged, his eye narrowing.

"I dunno. But they don't matter now. We'll make millions off of this. It even speaks!"

"That's not a good thing!" exclaimed Sarah. "Get away from it! It's dangerous!"

"It's scrap metal," said Pierce, waggling his eyebrows - eyebrows that could take on even the Doctor's in ferocity. "Or maybe it's the new statue outside some millionaire's mansion. Either way, it ain't hurting no one anytime soon." The Cyberman creaked harshly, as it began to clamber slowly, painfully, out of its box. The Doctor pushed Sarah Jane back, and shouted to the others.

"Now do you see? It won't stop! It won't ever stop! We have to get out of here. NOW!"

"And leave this behind? I don't think so mate," the worker with the laser hammer snorted.

"Your greed is going to get you all killed," The Doctor retorted. He pulled out his sonic screwdriver, pointing it at the Cyberman. The robot slowly started to it's feet, it's singular hand outstretched at the nearest man. The servos in its knees whined as it took it's first uneven step forward.

"Hey, what's it doing?" Pierce asked. Before The Doctor, or anyone else, could say anything, The Cyberman's hand grabbed one worker's wrist. Static electricity suddenly jumped from the palm of it's hand, lighting the air with neon blue.

"Delete!" The Cyberman droaned as lightning engulfed the man. His screams of terror, and pain filled the air, and he was sent sprawling backwards in a smoking heap, his face still contorted into his last, panicked expression.

"O'Brian!" The miner with the laser jackhammer hollared, running to his friends aid. The Cyberman's destroyed head turned, his outstretched hand with it. Another zap tore the air, a blue orb of lightning streaking into the man's chest. Face first into the dirt he fell, one final gurgling grunt escaping him.

"I told you not to touch it! Now run, you idiots! Run!" ordered the Time Lord. They all listened this time, scampering off, full tilt.

"Do you believe us now?" snapped Sarah, "Where's the way out of here?"

"North, twenty clicks," said Pierce. "What do we do when we make it - if we make it? You two seem to have all the answers!"

The Doctor glanced back to the rest of the miners.

"Is there any way to collapse the mine? Blow it up?" The worker with the drill- Gregson, he was called - snorted derivitively.

"We're not destroying months of work! We'll draw it out into the open, and blow it up there!"

"It won't be enough. The kind of bombs that hurt these things are not your common dynamite. We need to bury it again, and keep it here. It must never see the light of day!" growled The Doctor. Gregson scowled, and looked to Pierce. Pierce looked to The Doctor, then sighed irritably.

"Right, go on then, we'll blow it," he said. Gregson was outraged.

"You can't be serious!"

"Do I look like I'm playin' around? I'd rather not die in a tunnel, thank you! I have goals, and ambitions, mate! I feel like seein' tomorrow!"

"So what, we detonate, and find another hole, start another few months of digging?" Gregson grumbled.

"If that's what it takes, right Doctor?" Pierce's coal-like eyes burned with the intensity of a man being torn apart, but they also had a wicked intelligence behind them. "O'Brian, and Silas were me best mates. I don't want anyone else going out like that. Tell us what to do."

The group rounded a corner, coming to a pair of tunnels forked in either directon. One ascended while a second decended further down.

"Ummm.,," Pierce started. Echoing through the tunnle were the heavy 'ku-chunk' of the Cyberman's footsteps, rapidly approaching.

"Come on, not the time for a senior moment," poked the Scottish Time Lord, "I thought we had more time, but that's an M3."

"Meaning?" The miner with the scanner asked. "It can run," shrugged The Doctor.

"Look, the charges are down on there," Pierce pointed to the descending tunnel, "exit is up there."

"Idiots," The Doctor whispered.

"I wasn't plannin' on collapsing a lifetime of investments when I woke up this morning, so shoot me!" Pierce shouted.

"Fine, the rest of you get out of here, The Doctor, and I will handle the Cyberman!" Sarah said, shutting the pointless argument down.

"Sarah, you should go with them, I..."

"Don't even start," she gave him her most determined look. He knew that look; it couldn't be argued with.

"I'm coming too. You need me for the bombs, they're finger print locked" Pierce interjected, "the rest of you get the bloody hell out of here,"

"But Pierce, "

"Don't ya' be back-talkin' me Gregson, I'm still your boss. Go! Now!" His men did as they were told, running up the shoot, Gregson passing one last worried look.

"Let's go, Nemo! Chop chop!" The Doctor clapped, before rushing down the claustrophobic tunnel, Sarah on his heels.

They rounded turn after turn, the ever present pounding of the Cyberman's feet reverberating behind them. That was a good sign; it meant Pierce's men were safe. Of course, they picked up their own speed instead. The two experienced tavellers knew they had to put as much space between themselves, and the robot.

"What'er we doing once we get there? Other than grab the explosives I mean?" Pierce asked.

"We let it catch us, and we blow the tunnel," replied The Doctor, if we're lucky, we can get out before a full collapse. If not..."

"Oh, that idea's just gold," sniped the miner.

"Gold!" Sarah abruptly shouted, "that's it Doctor! Gold!" She took off her necklace, and held it up to the dim light - it glimmered, pure, and pretty. She then handed it to The Doctor. They both knew what metal disabled Cybermen.

There was a sadness in her eyes, but also determination, and hope. The Doctor took it, and said,

"Are you sure about this, Sarah? After all this time, you've just found it again! A Cyberman that damaged, and corrosive will likely burn this up on contact. It'll die, but take your necklace with it!"

"It's only a trinket, Doctor," she said bravely. "What made it matter was the man who gave it to me."

The Doctor clutched the necklace tight, and glanced back towards the sounds. "Go, you lot. Get to the store room. If I dont come back, you two blow this place to kingdom come."

"No, wait, you're not doing this alone!" cried Sarah. Pierce grabbed her roughly around the waist, and dragged her as she kicked, and fought him.

"Come on, don't fight. I need you alive if we have to set the charges," Pierce struggled, drawing an elbow to the face in reply.

"No! Doctor!" The Doctor did his best to tune her out, and ran into the tunnel.

He found the Cyberman shuffling forward, its one good eye glowing through the shadows. He held up the necklace.

"Go back to your box, or I'll destroy you," he said darkly. "I don't often give chances to Cybermen, so I suggest taking this one." The Cyberman didn't even hestitate. It continued forward, gaining speed.

"You are non-upgradable material. You must be deleated," it droned, it's eye lighting up menacingly. The Doctor gripped the necklace tightly in his right hand, and the sonic screwdriver in the left. There was only one real shot at this. He had to be precise, and measured. If he messed this up, he would burn up the gold. He did not want to think about if he failed. They would have to bury this place as he had originally planned. That wasn't preferable. Cybermen had a habit of eventually finding their way out of whatever had trapped them, just as this one had. This one would not escape. No more blood would be on it's metal hands.

The Doctor suddenly charged. He had speed on his side, and it's wounds. It had superior technology. Cybermen had a targeting computer that was nearly infallable. It raised it's only hand, the palm blazing with lightning. The Doctor juked as he ran, a bolt of energy sizzeling inches from his left shoulder. He spun as a second whizzed at his side. He continued undeterred by it's assault. He held out his screwdriver, pressing the button, aiming at the rusted nightmare's chest.

The tool's tip glowed like fire. The light in the center of the Cyberman's chest fizzeled out, and it popped open like a hatch, revealing a mass of wires, and tubes. Perfect. That was how he would destroy it. He balled up the necklace in his hand, his eyes determined.

He cocked back his arm, hoping his aim would be true. The Cyberman's hand lit with static, and it reached for The Doctor's throat. He thrust his fist forward, opening his palm as he did, shoving the gold jewelry into it's chest cavity. As he did it's cold, metal fingers grabbed his throat.

He felt it squeeze for only a second before the pressure relented. The dim lights in it's eyes flickered as it stood, it's handled head twitching. Bright green, and yellow sparks shot from it's chest, it's hand letting go, and slamming flat to it's side. It teetered on it's feet precariously, and was still.

The Doctor frowned. That was a bit too close for comfort. From it's empty chest he could see the melted gold shining in the dim light. That was such a shame... he felt so bad for Sarah. He placed his thumb, and middle finger on the Cyberman's forehead, and pushed gently. It tilted backwards, crashing to he floor in a heap of scrap.

Sarah Jane finally broke free of Pierce, and ran up to the opening of the mine. Her eyes were wide, and fearful, and a breath was lodged in her throat.

"Doctor?" she forced out. The only thing keeping her from running up the tunnel was Pierce's sudden grip on her wrist. Let go of me you brute!" she snapped, slapping his hand away. "Doctor!"

Silence answered

."It must've got him," said Gregson. "We've got to blow it after all.""No!" Somehow Pierce managed to shout it before Sarah could. He looked to her determinedly, then turned to Gregson. "We need to give him a chance."

"That thing's dangerous, he said so himself! We can't risk-"

"Ssh!" hissed Sarah, freezing up. "Listen!"Footsteps - not heavy ones. Just...footsteps, regular footsteps. And then, out of the darkness, he appeared; The Doctor walked triuphantly up the tunnel.

Sarah Jane burst forward in desperate relief. He had the Cyberman's head under one arm, and with the other arm he drew Sarah close, and accepted her. Pierce let out a barking laugh, and clapped The Doctor on the back.

"I knew you'd make it out, old man. Never doubted ya!" The Doctor rolled his eyes.

"Well, it's all secure now. The Cyberman's body is still down there. And you know, the metal on that creature is likely worth more than anything you'd ever find in that mine. Just a thought."

"What about the head?"

"Oh, too dangerous. Far too dangerous. I'll be taking this bit with me, and Sarah. Don't worry, though - you'll still fetch a pretty penny! A step up from your average scrap metal, I think."

"Maybe I'll be able to to get a return on my investment after all, eh?" Pierce shrugged "even if it did cost me two of my best friends."

"There are more important things than money. If today hasn't taught you that, nothing will," The Doctor replied.

"I know that... I'm just trying to make it. And I will, you mark my words, you'll here the name Pierce Killcrest again some day." The edge to his voice made both time travelers believe him.

The Doctor and Sarah Jane stepped back into the Tardis. The Time Lord set the broken Cyberman head down on his console. It's dead eyes stared blankly farward. It was hard to believe this thing had been so predatory only an hour earlier.

"Why did you really take the head?" Sarah Jane abruptly asked, "I know it's not just how dangerous it is, it's more than that" He smiled tiredly, and nodded.

"Nothing get's passed you, does it? A long time ago I had a Cyberman head named Handles. I used it to help me search for Gallifrey, and that was how I ended up on Trenzalor. This head is an M3. These Cybermen were upgraded by The Mistress. Most of them were destroyed but a few survived... I'm hoping she may have implanted it with information on my world's location."

Sarah Jane nodded."Do you think there is hope of fixing it?" she asked. "Maybe. Only time will tell." he shrugged.

"You know, I don't appreciate you letting Pierce treat me that way..." she frowned.

"I know... but it was for your own good. I didn't want want you to get hurt."

"That really wasn't up to you," she sighed.

"I know... but I think with the amount of times you elbowed him, made up for it."

Suddenly, the console chimed loudly. Both travellers looked at each other, then the Tardis.

"What was that?" She asked.

"Sounds like we have mail..." he whispered, partially to himself, but also Sarah. He walked over to the console, and pulled the moving screen around to look at. He clicked a few buttons, and then smiled widly.

"What? What is it?" Sarah questioned.

"It seems were being invited to a party, thirty five years from now..." he answered his eyes scanning the screen.

"Really? By who?"

"Pierce Killcrest."


End file.
